ex10_4.htm


     

    
      Exhibit
10.4

      


      CONSULTING
AGREEMENT

      


       THIS CONSULTING
AGREEMENT (this “Agreement”) is
entered into and is effective as of May 25, 2006 (the “Effective Date”) by
and between Xi’an Si Jian Cultural Communication Co Ltd (the “Company”) with the
principal place of business in Room 318, Hyatt Hotel, No 158 Dong Da Jie, Xi’an
China, and Peter McCoppin (the “Consultant”) with the
principal place of business at 1162 Munro Street, Victoria, BC Canada, V9A
5P4 

       

      R  E C I T A L S: 

      


       As a renowned musical conductor in
North America, the Consultant has profound knowledge of music and good
connection in the musical community. On the other hand, the Consultant also has
a god reputation as a financial adviser to many international companies and
banks. The Company desires to utilize the expert advice and consultation
assistance of the Consultant in the field of music as well as
finance. 

       

      T  E R M S: 

      


       NOW THEREFORE, in
consideration of the mutual premises and covenants contained herein, and other
good and valuable consideration, the receipt, sufficiency and adequacy of which
is hereby acknowledged, the parties agree as follows: 

      


       1.00            Services to be Performed by
Consultant 

      


      
        	
                  
      

              	
                 Consultant
      shall be the music director of the Company. Consultant’s responsibilities
      consist of the following
activities: 

              


      

      


      
        	
                 A.   

              	
                 Consultant
      shall assist the dinner show in the Efanggong Project run by the Company.
      Consultant shall be in charge of the music production and music recordings
      throughout the preparation and production of the dinner
      show. 

              


      

      


      
        	
                 B.   

              	
                 Consultant
      shall be in charge of the exchange between and subsequent performances of
      Chinese and American actors in these two
  countries. 

              


      

      


      
        	
                        C. 

              	
                 Consultant
      shall direct the Company’s annual music festival in
    China 

              


      

       

       2.00           Terms &
Fees 

      


      
        	
                 2.01   

              	
                 The
      term of this Agreement shall commence on the Effective Date and shall
      expire 36 months thereafter. The Company shall have the right to extend
      this contract an additional 12 months after the first 36 months
      expire. 

                 

              


      

      
        	
                 2.02   

              	
                 Compensation 

              


      

      
        	
                  
      

              	
                 (a) payment
      is made in Stock  - 2,000,000 free trading shares once the
      company is listed in the Asia Pacific Entertainment Incorporation 
      APEI  or by its new symbol on the open
  market 

              


      

       

                   (b) the
consultant is entitled to receive  10 %  of the Company's annual
profit 


       

       3.00   Termination 

      


       In the
event of a breach of this agreement by Company, Company shall be responsible for
any outstanding fees and expenses.  Consultant shall have the right to
terminate this Agreement on the grounds of the Company’s failure to remit the
required payments or in the event of any breach of the Agreement by
Company.  Company has the right to terminate this agreement with
thirty (30) days written notice. The parties agree that written notice will be
deemed accepted and received by the parties via certified mail delivered to the
address above or fax notification. 

      


       4.00   Travel 

      


       When
travel is required and has been autjhorized by the Company, travel expenses will
be reimbursed from Consultant’s city, or from any city at which Consultant may
be located when called upon to perform the Services, and for Consultant’s return
to any point providing reimbursement will not exceed the travel cost of
returning to the city from which travel was authorized. 

      


      
        	
                 5.00 

              	
                Consultant as
      Independent Contractor

              


      

      


      
        	
                  
      

              	
                 The
      relationship of the Consultant to the Company is that of an independent
      contractor and will not be considered to be an agent or employee of the
      Company for any purpose, and nothing contained herein shall be construed
      as creating any other
relationship. 

              


      

      


       The
Consultant shall not subcontract, assign, transfer, or otherwise employ anyone
to do any of the Services called for under this Agreement without prior written
approval of the Company. 

      


       6.00   Use of Privileged
Information: 

      


       The
Consultant shall not use for personal gain or make other improper use of
privileged information which is acquired in connection with the Services under
this Agreement. 

       

      
        	
                 7.00 

              	
                Liability

              


      

      


      
        	
                  
      

              	
                 The
      Consultant, as an independent contractor, agrees to assume all risk
      associated with its activities under this Agreement; to indemnify and hold
      harmless the Company, its employees, officers, and agents from any
      liability, cost or expense arising out of or resulting from such
      activities; and to obtain all the insurance necessary for Consultant’s
      protection in connection with its performance of this
      Agreement. 

              


      

       

      
        	
                 8.00  

              	
                Copy
      Right

              


      

      


      
        	
                  
      

              	
                 Any
      copyrightable material developed by Consultant shall be considered work
      for hire and shall entitle the Company to be the copyright
      owner. 

              


      

      


       9.00    Miscellaneous
Terms 

       

      
        	
                  
      

              	
                 9.01 

              	
                Governing
      Law .  This Agreement and the interpretation and
      enforcement of the terms of this Agreement shall be governed under and
      subject to the laws of the People’s Republic of
  China. 

              


      

      


      
        	
                  
      

              	
                 9.02 

              	
                Arbitration .  Any dispute or
      claim arising from or in any way related to this agreement shall be
      settled by arbitration in Shenzhen, China.  All arbitration
      shall be conducted in accordance with the rules and regulations of the
      China International Economic and Trade Arbitration Commission, South China
      Sub-commission. 

              


      

                     


      
        
          	
                           
      9.03  

                	
                  Attorneys
      Fees . In the event of a
      dispute between the parties concerning the enforcement orinterpretation of
      this Agreement, the prevailing party in such dispute, whether by
      legalproceedings or otherwise, shall be reimbursed immediately for the
      reasonably incurred attorneys' fees and other costs and expenses by the
      other parties to the dispute. 

                
	   	   
	
                          
    9.04 

                	Captions. The captions by
      which the sections and subsections of this Agreement areidentified are for
      convenience only, and shall have no effect whatsoever upon
      itsinterpretation 


        

      


       

      
        	
                            
      9.05 

              	
                Severance .  If
      any provision of this Agreement is held to be illegal or invalid by a
      court ofcompetent jurisdiction, such provision shall be deemed to be
      severed and deleted and neither such provision, nor its severance and
      deletion, shall affect the validity of the remaining
      provisions. 

              


      

      
        	
                  
      

              	   


      

      


      
        	
                            
      9.06 

              	
                Confidentiality :
      Both Consultant and Company agree that it will not at any time, or in any
      fashion or manner divulge, disclose or otherwise communicate to any person
      or corporation, in any manner whatsoever, any information of any kind,
      nature, or description concerning any matters affecting or relating to the
      business of each others company.  This includes its method of
      operation, or its plans, its processes, or other data of any kind or
      nature that they know, or should have known, is confidential and not
      already information that resides in the public domain.  Both the
      Consultant and Company expressly agree that confidentiality of these
      matters is extremely important and gravely affect the successful conduct
      of business of each company, and its goodwill, and that any breach of the
      terms of this section is a material breach of this
      Agreement.  The provisions of this section shall survive
      termination of the Agreement. 

              


      

      


      
        	
                 10.00 

              	
                Enforceability of
      Agreement:   This Agreement shall neither be deemed to
      be nor be enforceable until executed by Company.  Further,
      should the parties fail to execute this Agreement within thirty (30) days
      from the date of delivery of this Agreement, then this Agreement and all
      the terms and conditions contained herein shall become and be deemed null
      and void and neither party named herein shall be bound
      hereby.  Company, without the consent of Consultant, shall have
      the sole option to extend the time requirements set forth within this
      section 6.00, and any request by Consultant to extend the time
      requirements set forth in section 6.00 must be approved by Company in
      writing. 

              


      

       

       [REMAINDER
OF PAGE INTENTIONALLY BLANK] 

       

       IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date set forth
above. 

      


      COMPANY : 

      


       Xi’an Si Jian Cultural Communication
Co Ltd 

      


       

                                             

                                                                              
/s/ Zhan Guoqiang,
Director 

                                                                             
 Zhan Guoqiang, Director 

       

      
   

      


      CONSULTANT : 

      


      


      


      


      /s/ Peter
McCoppin

                                                                              
Peter McCoppin